Common use of Mandatory Payments and Prepayments Clause in Contracts

Mandatory Payments and Prepayments. (a) The principal amount of the Advances under the Revolving Facility, and all other Obligations under or in respect of the Revolving Facility shall be due and payable in full, if not earlier in accordance with this Agreement, on the Maturity Date. (b) If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Advance or other Obligation: (i) that Lender shall promptly notify the Agent upon becoming aware of that event; (ii) upon the Agent notifying the Borrower, the Commitment of that Lender will be cancelled on the earlier of immediately or on the date (if applicable) required by law; and (iii) the Borrower shall repay that Lender’s participation in any Advances or Obligations to that Borrower promptly after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law). (c) If a Change of Control occurs that has not been consented to in writing by the Agent prior to consummation thereof, or any Credit Party or any Subsidiary of any Credit Party (other than to the extent any Credit Party is obliged to apply such proceeds in accordance with the terms of the Term Loan Agreement), whether in a single transaction or a series of transactions: (i) sells or transfers any Property (other than any Qualified Asset Sale); (ii) sells or issues any Capital Stock (excluding sales or issuances of Permitted Securities to the extent no Default or Event of Default has occurred and is continuing or would be caused thereby or result therefrom, but specifically including any sale or issuance of Capital Stock pursuant to a Public Offering); (iii) receives any property damage insurance award or any other insurance proceeds of any kind, including, without limitation, proceeds from any life insurance (including the Life Insurance Policy) or business interruption insurance in excess of an amount equal to $100,000; or (iv) incurs any Indebtedness other than Permitted Indebtedness, then Borrower shall prepay the Loans and the other Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount as is required to irrevocably pay in cash in full the Obligations), which prepayment shall be applied thereto in accordance with this Section 2.5(c); provided, that, the foregoing notwithstanding, if Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a cash collateral account pending such reinvestment. (d) All prepayments pursuant to this Section 2.5(b) and 2.5(c) shall be applied in the following order of priority: first, to all then unpaid fees and expenses of Agent under the Loan Documents, second, to all then unpaid fees and expenses of Lenders under the Loan Documents, third, to any and all Obligations that are due and owing pursuant to the terms of the Loan Documents, except the principal balance of the Loan and accrued and unpaid interest thereon; fourth, to all accrued and unpaid interest on the Revolving Loan; fifth, to the principal amount of Revolving Loans (with a corresponding permanent reduction in the Facility Cap). (e) Any balance of Advances under the Revolving Facility outstanding at any time in excess of the lesser of (a) the Facility Cap in effect at such time less the Letter of Credit Usage then in effect and (b) the Aggregate Borrowing Availability in effect at such time (determined by reference to the Borrowing Base Certificate then most recently delivered to Agent in accordance with the terms hereof), shall be immediately due and payable by Borrower without the necessity of any notice or demand unless remedied within three (3) Business Days of the date of determination by the Borrower or notification by the Agent to the Borrower.

Mandatory Payments and Prepayments. (a) The On the Maturity Date, the unpaid principal amount balance of the Advances under Notes to the Revolving Facilityextent not sooner paid or prepaid hereunder, and all other Obligations under or in respect of the Revolving Facility shall be due and payable paid in full, if not earlier in accordance together with accrued interest and fees thereon and all expenses, indemnities and other amounts payable under the terms of the Notes, this AgreementAgreement or the other Note Documents, and the Maximum Revolving Commitment shall automatically and without notice or other action on the Maturity Datepart of any Person be permanently reduced to $0. (b) If it becomes unlawful In the event that the aggregate unpaid principal amount of the Revolving Notes shall at any time and for any reason (including, without limitation, a reduction in any applicable jurisdiction for a Lender the Maximum Revolving Commitment pursuant to perform any Section 3.4 exceed the amount of its obligations as contemplated the Maximum Revolving Commitment then in effect, the Company shall, without notice or demand by this Agreement or to fundthe Purchaser, issue or maintain its participation in any Advance or other Obligation: (i) that Lender shall promptly immediately notify the Agent upon becoming aware Purchaser in writing of that such event; , specifying the amount of such excess and (ii) upon within one (1) Business Day thereafter pay the Agent notifying amount of such excess to the BorrowerPurchaser for application to the unpaid principal amounts of the outstanding Revolving Notes in accordance with the applicable provisions of Section 3.3 hereof, the Commitment of that Lender will be cancelled together with accrued interest and fees on the earlier of immediately or on principal amount so paid to the date (if applicable) required by law; and (iii) the Borrower shall repay that Lender’s participation in any Advances of such payment, without prepayment charge, premium or Obligations to that Borrower promptly after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law)penalty. (c) If a Change Commencing with the six-month period ending on March 31, 1999 and for each six-month period thereafter beginning on the first day after the end of Control occurs that has the previous six-month period, not been consented to in writing by later than 20 days after the Agent prior to consummation thereof, or any Credit Party or any Subsidiary end of any Credit Party (other than such period the Company shall deliver to the extent Purchaser an Officer's Certificate setting forth in reasonable detail a calculation of Excess Cash Flow for such period. Unless within 10 days after receipt of such notice, the Purchaser shall deliver a written notice to the Company declining to accept any Credit Party is obliged prepayment of Notes from such Excess Cash Flow, not later than thirty (30) days after the end of such period, an amount in cash equal to apply the lesser of (i) 35% of such proceeds Excess Cash Flow and (ii) the aggregate unpaid principal amount of the Term Notes shall be paid to the Purchaser, for application to the unpaid principal amounts of the outstanding Term Notes in accordance with the terms applicable provisions of the Term Loan Agreement), whether in a single transaction or a series of transactions: (i) sells or transfers any Property (other than any Qualified Asset Sale); (ii) sells or issues any Capital Stock (excluding sales or issuances of Permitted Securities to the extent no Default or Event of Default has occurred and is continuing or would be caused thereby or result therefrom, but specifically including any sale or issuance of Capital Stock pursuant to a Public Offering); (iii) receives any property damage insurance award or any other insurance proceeds of any kind, includingSection 3.3, without limitationprepayment charge, proceeds from premium or penalty. Nothing in this subsection (c) shall be construed to permit, or to waive any life insurance (including the Life Insurance Policy) required consent with respect to, any transaction that is prohibited by another provision of this Agreement or business interruption insurance in excess of an amount equal to $100,000; or (iv) incurs any Indebtedness other than Permitted Indebtedness, then Borrower shall prepay the Loans and the other Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount as is required to irrevocably pay in cash in full the Obligations), which prepayment shall be applied thereto in accordance with this Section 2.5(c); provided, that, the foregoing notwithstanding, if Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a cash collateral account pending such reinvestmentNote Documents. (d) All prepayments pursuant to this Section 2.5(b) and 2.5(c) shall be applied in the following order of priority: first, to all then unpaid fees and expenses of Agent under the Loan Documents, second, to all then unpaid fees and expenses of Lenders under the Loan Documents, third, Not later than 30 days prior to any and all Obligations that are due and owing date on which (i) any Credit Party shall issue or sell any of its Capital Stock (other than shares of Common Stock issued pursuant to the terms Parent 1998 Executive Compensation Plan or upon exercise of the Loan DocumentsWarrants and other than Capital Stock sold to another Credit Party), except or (ii) any Credit Party shall incur any Indebtedness for borrowed money (other than Indebtedness permitted by Section 10.1(a)-(g)), the principal balance Company shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a description of such issuance or sale of Capital Stock or incurrence of Indebtedness (as the case may be), and stating the date such issuance or sale of Capital Stock or incurrence of Indebtedness is expected to occur and the amount of the Loan and accrued and unpaid interest thereon; fourthNet Cash Proceeds expected to be received by such Person in connection therewith and, if applicable, whether the Parent proposes to all accrued and unpaid interest on use any such Net Cash Proceeds for the Revolving Loan; fifth, to the principal amount of Revolving Loans (with a corresponding permanent reduction purposes described in the Facility Caplast sentence of this clause (d). (e) Any balance . Concurrently with the receipt by such Person of Advances under the Revolving Facility outstanding at any time such Net Cash Proceeds, an amount in excess of cash equal to the lesser of (ai) 100% of such Net Cash Proceeds and (ii) the Facility Cap in effect at such time less aggregate unpaid principal amount of the Letter of Credit Usage then in effect and (b) the Aggregate Borrowing Availability in effect at such time (determined by reference Term Notes shall be paid to the Borrowing Base Certificate then most recently delivered Purchaser, for application to Agent the unpaid principal amounts of the outstanding Term Notes in accordance with the terms hereofapplicable provisions of Section 3.3, without prepayment charge, premium or penalty. Nothing in this subsection (d) shall be construed to permit or to waive any required consent with respect to any transaction that is prohibited by another provision of this Agreement or the Reorganization Documents. Notwithstanding the foregoing, the Parent shall be permitted to retain up to $5,000,000 in the aggregate of the Net Cash Proceeds resulting from the transactions described in clauses (i) and/or (ii) of the first sentence of this subsection (d), shall be immediately due and payable by Borrower without to the necessity of any notice or demand unless remedied extent that the Parent uses such Net Cash Proceeds (x) to repay, within three five (35) Business Days of receipt of such Net Cash Proceeds, principal and interest owing under the date Contributor Short-Term Subordinated Note and/or (y) to fund up to $2,000,000 of determination by the Borrower or notification by the Agent to the Borroweroperating expenses of any Credit Party.

Mandatory Payments and Prepayments. (a) The unpaid principal amount balance of each of the Advances under the Revolving Facility, Notes shall mature and all other Obligations under or in respect of the Revolving Facility shall be due and payable paid in full, if not earlier in accordance with this Agreement, full on the Maturity Date, together with all interest accrued thereon to such date and all unpaid fees, expenses and other amounts due and owing under the provisions of this Agreement, the Notes and the Related Documents. (b) If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Advance or other Obligation: (i) that Lender shall promptly notify the Agent upon becoming aware of that event; (ii) upon the Agent notifying the Borrower, the Commitment of that Lender will be cancelled on the earlier of immediately or on On the date 45 days after the end of each calendar quarter after the Closing Date commencing with the calendar quarter ended at least nine full calendar months after the Closing Date, (if applicablex) required by law; and each of the Issuers shall deliver to the Purchaser an Officer's Certificate of each Issuer containing a calculation in reasonable detail of the Consolidated Excess Cash Flow of such Issuer for such calendar quarter and (iiiy) the Borrower Issuers shall repay that Lender’s participation pay to the Purchaser an amount equal to 75% of the sum of the Consolidated Excess Cash Flow of each of the Issuers for such calendar quarter, for application to the principal amounts of the outstanding Notes in any Advances or Obligations accordance with the provisions of Section 3.4(a) hereof, together with unpaid interest accrued on such amount to that Borrower promptly after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law)such payment, but without prepayment charge, premium or penalty. (c) If a Change of Control occurs that has not been consented to in writing by the Agent Not later than five (5) days prior to consummation thereofany date on which (i) either Issuer shall issue or sell any of its Capital Stock, or any Credit Party (ii) either Issuer or any Subsidiary of its Subsidiaries shall incur any Credit Party Debt for borrowed money (other than Debt incurred pursuant to this Agreement, or permitted to be incurred under Section 10.1(e) or (f)), each such Issuer shall deliver to the extent any Credit Party Purchaser an Officer's Certificate setting forth in reasonable detail a description of such issuance or sale of Capital Stock or incurrence 26 26 of Debt (as the case may be), and stating the date such issuance or sale of Capital Stock or incurrence of Debt is obliged expected to apply occur and the amount of the Net Cash Proceeds expected to be received by such proceeds Issuer or its Subsidiaries (as the case may be) in connection therewith. Concurrently with the receipt by such Issuer or its Subsidiaries (as the case may be) of such Net Cash Proceeds, 100% of such Net Cash Proceeds shall be paid to the Purchaser, for application to the principal amounts of the Notes in accordance with the terms provisions of the Term Loan Agreement)Section 3.4(a) hereof, whether in a single transaction or a series of transactions: (i) sells or transfers any Property (other than any Qualified Asset Sale); (ii) sells or issues any Capital Stock (excluding sales or issuances of Permitted Securities together with unpaid interest accrued on such amount to the extent no Default or Event date of Default has occurred and is continuing or would be caused thereby or result therefromsuch payment, but specifically including any sale without prepayment charge, premium or issuance of Capital Stock pursuant to a Public Offering); (iii) receives any property damage insurance award or any other insurance proceeds of any kind, including, without limitation, proceeds from any life insurance (including the Life Insurance Policy) or business interruption insurance in excess of an amount equal to $100,000; or (iv) incurs any Indebtedness other than Permitted Indebtedness, then Borrower shall prepay the Loans and the other Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount as is required to irrevocably pay in cash in full the Obligations), which prepayment shall be applied thereto in accordance with this Section 2.5(c); provided, that, the foregoing notwithstanding, if Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a cash collateral account pending such reinvestmentpenalty. (d) All prepayments pursuant Not later than five (5) days prior to this Section 2.5(beach date on which either Issuer or any of its Subsidiaries is to receive any Net Cash Proceeds of the sale, lease, license, transfer or other voluntary or involuntary disposition of any Property of such Issuer or its Subsidiaries (other than (i) sales, leases and 2.5(clicenses of Inventory in the ordinary course of business, (ii) sales or other dispositions of the Excess Property and (iii) sales or other dispositions by the Issuers of the Sale Slot Machines), each such Issuer shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a description of such sale, lease, license, transfer or other disposition, and stating the date such transaction is expected to occur and the amount of the Net Cash Proceeds expected to be received by such Issuer or its Subsidiaries (as the case may be) in connection therewith. Concurrently with the receipt by such Issuer or its Subsidiaries (as the case may be) of such Net Cash Proceeds, 100% of such Net Cash Proceeds shall be applied in the following order of priority: first, to all then unpaid fees and expenses of Agent under the Loan Documents, second, to all then unpaid fees and expenses of Lenders under the Loan Documents, third, to any and all Obligations that are due and owing pursuant paid to the terms of the Loan DocumentsPurchaser, except the principal balance of the Loan and accrued and unpaid interest thereon; fourth, to all accrued and unpaid interest on the Revolving Loan; fifth, for application to the principal amount of Revolving Loans (with a corresponding permanent reduction in the Facility Cap). (e) Any balance of Advances under the Revolving Facility outstanding at any time in excess amounts of the lesser of (a) the Facility Cap in effect at such time less the Letter of Credit Usage then in effect and (b) the Aggregate Borrowing Availability in effect at such time (determined by reference to the Borrowing Base Certificate then most recently delivered to Agent Notes in accordance with the terms provisions of Section 3.4(a) hereof), shall be immediately due and payable by Borrower without the necessity of any notice or demand unless remedied within three (3) Business Days of together with unpaid interest accrued on such amount to the date of determination by such payment, but without prepayment charge, premium or penalty. SCGC agrees that the Borrower or notification by the Agent Net Cash Proceeds of any disposition of Sale Slot Machines during any fiscal year shall be applied only to the Borroweracquisition of replacement slot machines, and that such Net Cash Proceeds of any disposition of Sale Slot Machines shall be applied to such replacement slot machines within 45 days of such disposition.

Mandatory Payments and Prepayments. (ai) The Borrower shall pay the principal portion of the Term Loan on the Termination Date. Except as otherwise provided in subsection 2.4 with respect to LIBOR Rate Advances, Borrower shall pay interest on the outstanding principal amount of the Advances under Term Loan in quarterly installments, in arrears, on the Revolving Facilitylast day of each March, June, September and all other Obligations under or in respect December, for the three month period then ending, with the first such payment to occur on March 31, 2002. All Liabilities evidenced by the Term Note, including the unpaid principal balance of the Revolving Facility Term Loan, shall be become immediately due and payable in full, if not earlier in accordance with this Agreement, on the Maturity Termination Date. (b) If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Advance or other Obligation: (i) that Lender shall promptly notify the Agent upon becoming aware of that event; (ii) Borrower may prepay all or any part of the Term Loan at any time upon at least three (3) Business Days’ prior irrevocable written notice to Lender of the Agent notifying amount of the Borrowerprincipal prepayment, the Commitment application as between any LIBOR Rate Advance and Prime Rate Advance and the Business Day for prepayment; provided, however, that no payment of that Lender will any LIBOR Rate Advance may be cancelled made on the earlier of immediately or on the date (if applicable) required by law; and (iii) the Borrower shall repay that Lender’s participation in any Advances or Obligations to that Borrower promptly after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier day other than the last day of any applicable grace period permitted by law). (c) If a Change the Interest Period with respect thereto or if an Event of Control occurs that has not been consented to in writing by the Agent prior to consummation thereof, or any Credit Party or any Subsidiary of any Credit Party (other than to the extent any Credit Party is obliged to apply such proceeds in accordance with the terms of the Term Loan Agreement), whether in a single transaction or a series of transactions: (i) sells or transfers any Property (other than any Qualified Asset Sale); (ii) sells or issues any Capital Stock (excluding sales or issuances of Permitted Securities to the extent no Default or Event of Default has occurred and is continuing or would occur as a result of such payment, and any partial prepayment shall be caused thereby in an aggregate minimum amount of $100,000 or result therefrom, but specifically including any sale or issuance of Capital Stock pursuant to a Public Offering);an integral multiple thereof. (iii) receives any property damage insurance award or any other insurance proceeds of any kindBorrower will pay to Lender in immediately available funds, includingat its office at the address specified in subsection 8.12, without limitation, proceeds from any life insurance (including the Life Insurance Policy) or business interruption insurance in excess of an amount equal to $100,000; or (iv) incurs any Indebtedness other than Permitted Indebtedness, then Borrower shall prepay the Loans and the other Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount other address as is required Lender shall specify in writing, all amounts payable to irrevocably pay in cash in full the Obligations), which prepayment shall be applied thereto in accordance with this Section 2.5(c); provided, that, the foregoing notwithstanding, if Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award it under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a cash collateral account pending such reinvestment. (d) All prepayments pursuant to this Section 2.5(b) and 2.5(c) shall be applied in the following order of priority: first, to all then unpaid fees and expenses of Agent under the Loan Documents, second, to all then unpaid fees and expenses of Lenders under the Loan Documents, third, to any and all Obligations that are due and owing pursuant to the terms of the Loan DocumentsTerm Note and all other Liabilities, except without any presentation of such Term Note. Lender may, if it so determines, make notation of each payment of principal on the principal balance Term Note, and it will promptly make such notation if Borrower shall so request. The failure to record any such amount on such schedule, however, shall not limit or otherwise affect the obligations of Borrower hereunder or under the Term Note. Lender may also, if it so determines, make notation on the face of the Loan and accrued and unpaid interest thereon; fourthTerm Note or elsewhere of any modification, to all accrued and unpaid interest on the Revolving Loan; fifthamendment, to the principal amount of Revolving Loans (with a corresponding permanent reduction in the Facility Cap). (e) Any balance of Advances under the Revolving Facility outstanding at any time in excess alteration, guaranty or assumption of the lesser of (a) the Facility Cap in effect at such time less the Letter of Credit Usage then in effect and (b) the Aggregate Borrowing Availability in effect at such time (determined by reference to the Borrowing Base Certificate then most recently delivered to Agent in accordance with the terms hereof), shall be immediately due and payable by Borrower without the necessity of any notice or demand unless remedied within three (3) Business Days of the date of determination by the Borrower or notification by the Agent to the BorrowerTerm Note.

Mandatory Payments and Prepayments. (a) The On the Maturity Date, the unpaid principal amount balance of the Advances under Notes to the Revolving Facilityextent not sooner paid or prepaid hereunder, and all other Obligations under or in respect of the Revolving Facility shall be due and payable paid in full, if not earlier in accordance together with accrued interest and fees thereon and all expenses, indemnities and other amounts payable under the terms of the Notes, this AgreementAgreement or the other Note Documents, and the Maximum Revolving Commitment shall automatically and without notice or other action on the Maturity Datepart of any Person be permanently reduced to $0. (b) If it becomes unlawful In the event that the aggregate unpaid principal amount of the Revolving Notes shall at any time and for any reason (including, without limitation, a reduction in any applicable jurisdiction for a Lender the Maximum Revolving Commitment pursuant to perform any Section 3.4 exceed the amount of its obligations as contemplated the Maximum Revolving Commitment then in effect, the Company shall, without notice or demand by this Agreement or to fundthe Purchaser, issue or maintain its participation in any Advance or other Obligation: (i) that Lender shall promptly immediately notify the Agent upon becoming aware Purchaser in writing of that such event; , specifying the amount of such excess and (ii) upon within one (1) Business Day thereafter pay the Agent notifying amount of such excess to the BorrowerPurchaser for application to the unpaid principal amounts of the outstanding Revolving Notes in accordance with the applicable provisions of Section 3.3 hereof, the Commitment of that Lender will be cancelled together with accrued interest and fees on the earlier of immediately or on principal amount so paid to the date (if applicable) required by law; and (iii) the Borrower shall repay that Lender’s participation in any Advances of such payment, without prepayment charge, premium or Obligations to that Borrower promptly after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law)penalty. (c) If a Change Commencing with the six-month period ending on March 31, 1999 and for each six-month period thereafter beginning on the first day after the end of Control occurs that has the previous six-month period, not been consented to in writing by later than 20 days after the Agent prior to consummation thereof, or any Credit Party or any Subsidiary end of any Credit Party (other than such period the Company shall deliver to the extent Purchaser an Officer's Certificate setting forth in reasonable detail a calculation of Excess Cash Flow for such period. Unless within 10 days after receipt of such notice, the Purchaser shall deliver a written notice to the Company declining to accept any Credit Party is obliged prepayment of Notes from such Excess Cash Flow, not later than thirty (30) days after the end of such period, an amount in cash equal to apply the lesser of (i) 35% of such proceeds Excess Cash Flow and (ii) the aggregate unpaid principal amount of the Term Notes shall be paid to the Purchaser, for application to the unpaid principal amounts of the outstanding Term Notes in accordance with the terms applicable provisions of the Term Loan Agreement), whether in a single transaction or a series of transactions: (i) sells or transfers any Property (other than any Qualified Asset Sale); (ii) sells or issues any Capital Stock (excluding sales or issuances of Permitted Securities to the extent no Default or Event of Default has occurred and is continuing or would be caused thereby or result therefrom, but specifically including any sale or issuance of Capital Stock pursuant to a Public Offering); (iii) receives any property damage insurance award or any other insurance proceeds of any kind, includingSection 3.3, without limitationprepayment charge, proceeds from premium or penalty. Nothing in this subsection (c) shall be construed to permit, or to waive any life insurance (including the Life Insurance Policy) required consent with respect to, any transaction that is prohibited by another provision of this Agreement or business interruption insurance in excess of an amount equal to $100,000; or (iv) incurs any Indebtedness other than Permitted Indebtedness, then Borrower shall prepay the Loans and the other Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount as is required to irrevocably pay in cash in full the Obligations), which prepayment shall be applied thereto in accordance with this Section 2.5(c); provided, that, the foregoing notwithstanding, if Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a cash collateral account pending such reinvestmentNote Documents. (d) All prepayments pursuant to this Section 2.5(b) and 2.5(c) shall be applied in the following order of priority: first, to all then unpaid fees and expenses of Agent under the Loan Documents, second, to all then unpaid fees and expenses of Lenders under the Loan Documents, third, Not later than 30 days prior to any and all Obligations that are due and owing date on which (i) any Credit Party shall issue or sell any of its Capital Stock (other than shares of Common Stock issued pursuant to the terms Parent 1998 Executive Compensation Plan or upon exercise of the Loan DocumentsWarrants and other than Capital Stock sold to another Credit Party), except or (ii) any Credit Party shall incur any Indebtedness for borrowed money (other than Indebtedness permitted by Section 10.1), the principal balance Company shall deliver to the Purchaser an Officer's Certificate setting forth in reasonable detail a description of such issuance or sale of Capital Stock or incurrence of Indebtedness (as the case may be), and stating the date such issuance or sale of Capital Stock or incurrence of Indebtedness is expected to occur and the amount of the Loan and accrued and unpaid interest thereon; fourthNet Cash Proceeds expected to be received by such Person in connection therewith and, if applicable, whether the Parent proposes to all accrued and unpaid interest on use any such Net Cash Proceeds for the Revolving Loan; fifth, to the principal amount of Revolving Loans (with a corresponding permanent reduction purposes described in the Facility Caplast sentence of this clause (d). (e) Any balance . Concurrently with the receipt by such Person of Advances under the Revolving Facility outstanding at any time such Net Cash Proceeds, an amount in excess of cash equal to the lesser of (ai) 100% of such Net Cash Proceeds and (ii) the Facility Cap in effect at such time less aggregate unpaid principal amount of the Letter of Credit Usage then in effect and (b) the Aggregate Borrowing Availability in effect at such time (determined by reference Term Notes shall be paid to the Borrowing Base Certificate then most recently delivered Purchaser, for application to Agent the unpaid principal amounts of the outstanding Term Notes in accordance with the terms hereofapplicable provisions of Section 3.3, without prepayment charge, premium or penalty. Nothing in this subsection (d) shall be construed to permit or to waive any required consent with respect to any transaction that is prohibited by another provision of this Agreement or the Reorganization Documents. Notwithstanding the foregoing, the Parent shall be permitted to retain up to $5,000,000 in the aggregate of the Net Cash Proceeds resulting from the transactions described in clauses (i) and/or (ii) of the first sentence of this subsection (d), shall be immediately due and payable by Borrower without to the necessity of any notice or demand unless remedied extent that the Parent uses such Net Cash Proceeds (x) to repay, within three five (35) Business Days of receipt of such Net Cash Proceeds, principal and interest owing under the date Contributor Short-Term Subordinated Note and/or (y) to fund up to $2,000,000 of determination by the Borrower or notification by the Agent to the Borroweroperating expenses of any Credit Party.